Under UK law, a legal person may be held liable for corruption offences on two key grounds:
- for failure to prevent bribery where the offence is committed by a person associated with the organisation (section 7 of the UK Bribery Act 2010, hereinafter – the UKBA);
- for the corruption offence itself, for example bribery (section 1 of the UKBA) or bribery of a foreign public official (section 6 of the UKBA), where such an offence can be attributed to the legal person under the rules of attribution, i.e. where the acts and intent of an individual may be “attributed” to the organisation.
Previously, the second ground was based on the “directing mind and will” doctrine: in order to hold a company liable, it was necessary to prove that the unlawful conduct and the relevant intent originated from a person who effectively embodied the company, usually a member of senior management. This created difficulties in investigating misconduct in large organisations with complex and decentralised management structures.
In recent years, the country has been consistently revising this regime, expanding the possibilities for holding organisations criminally liable.
Thus, in 2023, the Economic Crime and Corporate Transparency Act introduced a new approach for a number of economic crimes: an organisation could be treated as having committed an offence if the offence was committed by its “senior manager” acting within the actual or apparent scope of their authority.
At the same time, the concept of a “senior manager” is not limited to board members or formal top executives: it covers individuals who play a significant role in decision-making about the activities of the organisation as a whole or a substantial part of them, as well as those who actually manage such activities. Therefore, in assessing a person’s status, what matters is not so much their job title as their actual powers and role in the management structure.
The new Crime and Policing Act 2026 extends this attribution model to all criminal offences that may be attributed to a legal person. The relevant provisions will come into force on 29 June 2026.
From an anti-corruption compliance perspective, this means that the risk of a company being held liable for the corruption offence itself is increasing: such an offence may now be attributed to the organisation where it is committed by a broader range of managerial-level employees. At the same time, unlike the “failure to prevent bribery” offence, the new mechanism does not provide for a special defence based on proving that the company had “adequate procedures” in place to prevent misconduct.
